<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>5
<FILENAME>stockplan_1998.txt
<TEXT>

Exhibit  99.2
                                    SBE, INC.

                       1998 NON-OFFICER STOCK OPTION PLAN

               ADOPTED BY THE BOARD OF DIRECTORS ON JUNE 15, 1998
                             AMENDED ON MAY 23, 2000
                             AMENDED ON MAY 22, 2001


1.   Purposes.

a)   ELIGIBLE OPTION RECIPIENTS. The persons eligible to receive Options are the
     non-officer  Employees  and  Consultants of the Company and its Affiliates.

b)   AVAILABLE  OPTIONS.  The purpose of the Plan is to provide a means by which
     eligible  recipients of Options may be given an opportunity to benefit from
     increases in value of the Common Stock through the granting of Nonstatutory
     Stock  Options.

c)   GENERAL  PURPOSE.  The  Company,  by means of the Plan, seeks to retain the
     services of the group of persons eligible to receive Options, to secure and
     retain  the services of new members of this group and to provide incentives
     for  such  persons  to exert maximum efforts for the success of the Company
     and  its  Affiliates.

2.   Definitions.

a)   "AFFILIATE"  means  any parent corporation or subsidiary corporation of the
     Company,  whether  now or hereafter existing, as those terms are defined in
     Sections  424(e)  and  (f),  respectively,  of  the  Code.

b)   "BOARD"  means  the  Board  of  Directors  of  the  Company.

c)   "CODE"  means  the  Internal  Revenue  Code  of  1986,  as  amended.

d)   "COMMITTEE"  means  a  Committee  appointed by the Board in accordance with
     subsection  3(c).

e)   "COMMON  STOCK"  means  the  common  stock  of  the  Company.

f)   "COMPANY"  means  SBE,  Inc.,  a  Delaware  corporation.

g)   "CONSULTANT" means any person, including an advisor, engaged by the Company
     or  an  Affiliate  to  render  consulting  or  advisory services and who is
     compensated  for  such  services, provided that the term "Consultant" shall
     not  include  a  Director.
                                       30
<PAGE>

h)   "CONTINUOUS SERVICE" means that the Optionholder's service with the Company
     or  an  Affiliate,  whether  as an Employee, Director or Consultant, is not
     interrupted  or terminated. The Optionholder's Continuous Service shall not
     be  deemed to have terminated merely because of a change in the capacity in
     which the Optionholder renders service to the Company or an Affiliate as an
     Employee,  Consultant  or  Director or a change in the entity for which the
     Optionholder  renders  such service, provided that there is no interruption
     or  termination  of  the  Optionholder's Continuous Service. For example, a
     change  in  status  from  an  Employee of the Company to a Consultant of an
     Affiliate  or a Director of the Company will not constitute an interruption
     of  Continuous  Service.  The  Board  or the chief executive officer of the
     Company,  in that party's sole discretion, may determine whether Continuous
     Service shall be considered interrupted in the case of any leave of absence
     approved  by  that party, including sick leave, military leave or any other
     personal  leave.

i)   "DIRECTOR"  means  a  member  of  the  Board  of  Directors of the Company.

j)   "DISABILITY"  means  the  permanent and total disability of a person within
     the  meaning  of  Section  22(e)(3)  of  the  Code.

k)   "EMPLOYEE"  means  any person employed by the Company or an Affiliate. Mere
     service  as  a Director or payment of a director's fee by the Company or an
     Affiliate shall not be sufficient to constitute "employment" by the Company
     or  an  Affiliate.

l)   "EXCHANGE  ACT"  means  the  Securities  Exchange  Act of 1934, as amended.

m)   "FAIR  MARKET  VALUE"  means, as of any date, the value of the Common Stock
     determined  as  follows:

     i)   If  the  Common  Stock  is listed on any established stock exchange or
          traded  on  the  Nasdaq  National Market System or the Nasdaq SmallCap
          Market,  the Fair Market Value of a share of Common Stock shall be the
          closing  sales  price  for such stock (or the closing bid, if no sales
          were  reported)  as quoted on such exchange or market (or the exchange
          or  market with the greatest volume of trading in the Common Stock) on
          the  last  market  trading  day  prior to the day of determination, as
          reported  in The Wall Street Journal or such other source as the Board
          deems  reliable.

     ii)  In  the  absence of such markets for the Common Stock, the Fair Market
          Value  shall  be  determined  in  good  faith  by  the  Board.

n)   "NONSTATUTORY  STOCK  OPTION" means an Option not intended to qualify as an
     incentive  stock  option  within the meaning of Section 422 of the Code and
     the  regulations  promulgated  thereunder.
                                       31
<PAGE>

o)   "OFFICER"  means  a  person  who  is  an  officer of the Company within the
     meaning  of  Section  16  of the Exchange Act and the rules and regulations
     promulgated  thereunder, and each other person who is an officer within the
     meaning  of  Rule  4460(i)(1)  of  the  National  Association of Securities
     Dealers,  Inc. Manual or such other similar rule, regulation or requirement
     applicable  to  the  Company  in  connection with the listing of the Common
     Stock  for  trading  on  an  established  stock  exchange  or other market.

p)   "OPTION"  means  a  Nonstatutory Stock Option granted pursuant to the Plan.

q)   "OPTION  AGREEMENT"  means  a  written agreement between the Company and an
     Optionholder  evidencing  the  terms and conditions of an individual Option
     grant.  Each  Option Agreement shall be subject to the terms and conditions
     of  the  Plan.

r)   "OPTIONEE"  means  a  person  to  whom an Option is granted pursuant to the
     Plan.

s)   "OPTIONHOLDER" means a person who holds an outstanding Option granted under
     the  Plan,  including  (as  applicable)  the  Optionee's estate, person who
     acquired  the  right  to  exercise the Option by bequest or inheritance, or
     person designated to exercise the option upon the Optionee's death pursuant
     to  subsection  6(d).

t)   "PLAN"  means  this  SBE,  Inc.  1998  Non-Officer  Stock  Option  Plan.

u)   "SECURITIES  ACT"  means  the  Securities  Act  of  1933,  as  amended.

3.   Administration.

a)   ADMINISTRATION  BY  BOARD.  The  Board  will administer the Plan unless and
     until  the  Board  delegates  administration to a Committee, as provided in
     subsection  3(c).

b)   POWERS OF BOARD. The board shall have the power, subject to, and within the
     limitations  of,  the  express  provisions  of  the  Plan:

     i)   To determine from time to time which of the persons eligible under the
          Plan  shall  be  granted  Options;  when  and how each Option shall be
          granted;  the  provisions  of  each  Option granted (which need not be
          identical),  including  the  time  or  times  when  a  person shall be
          permitted  to  receive  stock pursuant to an Option; and the number of
          shares  with  respect to which an Option shall be granted to each such
          person.

     ii)  To  construe  and interpret the Plan and Options granted under it, and
          to  establish,  amend  and  revoke  rules  and  regulations  for  its
          administration.  The Board, in the exercise of this power, may correct
          any  defect,  omission  or  inconsistency in the Plan or in any Option
          Agreement,  in  a  manner and to the extent it shall deem necessary or
          expedient  to  make  the  Plan  fully  effective.
                                       32
<PAGE>

     iii) To  amend  the  Plan  or  an  Option  as  provided  in  Section  11.

     iv)  Generally,  to  exercise  such  powers and to perform such acts as the
          Board  deems  necessary  or expedient to promote the best interests of
          the Company which are not in conflict with the provisions of the Plan.

c)   DELEGATION  TO COMMITTEE. The Board may delegate administration of the Plan
     to  a  Committee or Committees of one or more members of the Board, and the
     term  "Committee"  shall  apply  to  any  person  or  persons  to whom such
     authority  has  been  delegated.  If  administration  is  delegated  to  a
     Committee,  the Committee shall have, in connection with the administration
     of  the  Plan, the powers theretofore possessed by the Board, including the
     power  to  delegate  to a subcommittee any of the administrative powers the
     Committee  is  authorized  to  exercise (and references in this Plan to the
     Board  shall  thereafter  be  to  the  Committee or subcommittee), subject,
     however,  to  such resolutions, not inconsistent with the provisions of the
     Plan,  as  may  be  adopted  from  time to time by the Board. The Board may
     abolish  the  Committee  at  any  time  and  revest  in  the  Board  the
     administration  of  the  Plan.

4.   Shares  Subject  to  the  Plan.

a)   SHARE  RESERVE.  Subject  to  the  provisions  of  Section  10  relating to
     adjustments upon changes in stock, the stock that may be issued pursuant to
     Options  shall  not  exceed  in  the  aggregate  six hundred fifty thousand
     (650,000)  shares  of  Common  Stock.

b)   REVERSION  OF  SHARES  TO  THE  SHARE  RESERVE. If any Option shall for any
     reason  expire  or otherwise terminate, in whole or in part, without having
     been  exercised  in  full,  the  stock not acquired under such Option shall
     revert  to  and  again become available for issuance under the Plan. If any
     Common  Stock  acquired pursuant to the exercise of an Option shall for any
     reason  be  repurchased  by  the Company under an unvested share repurchase
     option  provided under the Plan, the stock repurchased by the Company under
     such  repurchase  option shall not revert to and again become available for
     issuance  under  the  Plan.

c)   SOURCE  OF  SHARES. The stock subject to the Plan may be unissued shares or
     reacquired  shares,  bought  on  the  market  or  otherwise.

5.   Eligibility.

     Options may be granted only to Employees or Consultants who are not, at the
time  of  such  grants,  (i)  Directors  or  (ii)  Officers.

6.   Option  Provisions.

     Each  Option  shall  be  in  such  form  and  shall  contain such terms and
conditions  as  the  Board  shall  deem  appropriate. The provisions of separate
Options  need  not  be  identical,  but  each  Option  shall  include  (through
incorporation  of provisions hereof by reference in the Option or otherwise) the
substance  of  each  of  the  following  provisions:
                                       33
<PAGE>

a)   TERM. No Option shall be exercisable after the expiration of ten (10) years
     from  the  date  it was granted, or such longer or shorter period as may be
     provided  in  the  Option  Agreement.

b)   EXERCISE  PRICE.  The  exercise price of each Option shall be not less than
     eighty-five  percent (85%) of the Fair Market Value of the stock subject to
     the  Option  on  the  date  the  Option  is  granted.  Notwithstanding  the
     foregoing,  an Option may be granted with an exercise price lower than that
     set  forth  in the preceding sentence if such Option is granted pursuant to
     an assumption or substitution for another option in a manner satisfying the
     provisions  of  Section  424(a)  of  the  Code.

c)   CONSIDERATION.  The  purchase price of stock acquired pursuant to an Option
     shall  be  paid,  to  the  extent  permitted  by  applicable  statutes  and
     regulations, either (i) in cash at the time the Option is exercised or (ii)
     at  the discretion of the Board, by delivery to the Company of other Common
     Stock,  according  to  a  deferred  payment or other arrangement (which may
     include, without limiting the generality of the foregoing, the use of other
     Common  Stock)  with  the  Optionholder  or  in  any  other  form  of legal
     consideration  that may be acceptable to the Board; provided, however, that
     at  any  time  that the Company is incorporated in Delaware, payment of the
     Common  Stock's "par value," as defined in the Delaware General Corporation
     Law,  shall  not  be  made  by  deferred  payment.

     In  the  case  of  any  deferred  payment  arrangement,  interest  shall be
compounded  at  least  annually  and  shall  be  charged  at the minimum rate of
interest  necessary  to  avoid  the  treatment as interest, under any applicable
provisions  of the Code, of any amounts other than amounts stated to be interest
under  the  deferred  payment  arrangement.

d)   TRANSFERABILITY.  An  Option shall be transferable except by will or by the
     laws  of  descent  and  distribution  and  shall  be exercisable during the
     lifetime  of  the  Optionee  only  by  the  Optionee.  Notwithstanding  the
     foregoing  provisions  of  this  subsection  6(d),  the  Optionee  may,  by
     delivering  written  notice  to  the Company, in a form satisfactory to the
     Company,  designate  a  third  party  who, in the event of the death of the
     Optionee,  shall  thereafter  be  entitled  to  exercise  the  Option.

e)   VESTING GENERALLY. The total number of shares of Common Stock subject to an
     Option may, but need not, vest and therefore become exercisable in periodic
     installments  which  may, but need not, be equal. The Option may be subject
     to  such  other  terms  and  conditions on the time or times when it may be
     exercised  (which  may  be  based  on performance or other criteria) as the
     Board  may  deem  appropriate. The vesting provisions of individual Options
     may  vary. The provisions of this subsection 6(e) are subject to any Option
     provisions governing the minimum number of shares as to which an Option may
     be  exercised.
                                       34
<PAGE>

f)   TERMINATION  OF  CONTINUOUS  SERVICE. In the event an Optionee's Continuous
     Service  terminates  (other  than upon the Optionee's death or Disability),
     the  Optionholder  may  exercise  his or her Option (to the extent that the
     Optionholder was entitled to exercise it as of the date of termination) but
     only within such period of time ending on the earlier of (i) the date three
     (3)  months  following the termination of the Optionee's Continuous Service
     (or  such  longer  or shorter period specified in the Option Agreement), or
     (ii)  the  expiration  of the term of the Option as set forth in the Option
     Agreement.  If,  after such termination, the Optionholder does not exercise
     his  or  her  Option within the time specified in the Option Agreement, the
     Option  shall  terminate.

g)   EXTENSION  OF  TERMINATION  DATE.  An  Optionee's Option Agreement may also
     provide that if the exercise of the Option following the termination of the
     Optionee's  Continuous  Service  (other  than  upon the Optionee's death or
     Disability)  would be prohibited at any time solely because the issuance of
     shares  would  violate  the  registration requirements under the Securities
     Act,  then  the Option shall terminate on the earlier of (i) the expiration
     of  the  term  of  the  Option  set  forth  in  subsection 6(a) or (ii) the
     expiration  of  a  period  of three (3) months after the termination of the
     Optionee's Continuous Service during which the exercise of the Option would
     not  be  in  violation  of  such  registration  requirements.

h)   DISABILITY  OF  OPTIONEE.  In  the  event  an Optionee's Continuous Service
     terminates  as  a result of the Optionee's Disability, the Optionholder may
     exercise  his  or  her  Option  (to  the  extent  that the Optionholder was
     entitled  to  exercise  it  as  of  the date of such termination), but only
     within  such  period  of  time ending on the earlier of (i) the date twelve
     (12)  months  following  such termination (or such longer or shorter period
     specified  in  the  Option Agreement) or (ii) the expiration of the term of
     the Option as set forth in the Option Agreement. If, after termination, the
     Optionholder  does not exercise his or her Option within the time specified
     herein,  the  Option  shall  terminate.

i)   DEATH  OF  OPTIONEE.  In  the  event  (i)  an Optionee's Continuous Service
     terminates  as  a  result of the Optionee's death or (ii) the Optionee dies
     within  the  period  (if  any)  specified in the Option Agreement after the
     termination  of  the  Optionee's Continuous Service for a reason other than
     death, then the Option may be exercised (to the extent the Optionholder was
     entitled  to  exercise  the  Option  as  of  the  date  of  death)  by  the
     Optionholder  but  only  within the period ending on the earlier of (1) the
     date  twelve  (12)  months  following  the date of death (or such longer or
     shorter  period specified in the Option Agreement) or (2) the expiration of
     the  term  of  such  Option as set forth in the Option Agreement. If, after
     death,  the  Option  is not exercised within the time specified herein, the
     Option  shall  terminate.

j)   EARLY  EXERCISE.  The Option may, but need not, include a provision whereby
     the  Optionholder  may  elect  at any time before the Optionee's Continuous
     Service  terminates  to  exercise  the  Option as to any part or all of the
     shares  subject  to the Option prior to the full vesting of the Option. Any
     unvested shares so purchased may be subject to an unvested share repurchase
     option  in  favor  of  the  Company  or  to any other restriction the Board
     determines  to  be  appropriate.
                                       35
<PAGE>

7.   Covenants  of  the  Company.

a)   AVAILABILITY  OF SHARES. During the terms of the Options, the Company shall
     keep  available  at all times the number of shares of Common Stock required
     to  satisfy  such  Options.

b)   SECURITIES  LAW  COMPLIANCE.  The  Company  shall  seek to obtain from each
     regulatory  commission  or  agency  having  jurisdiction over the Plan such
     authority  as may be required to grant Options and to issue and sell shares
     of  Common Stock upon exercise of the Options; provided, however, that this
     undertaking  shall not require the Company to register under the Securities
     Act  the  Plan,  any Option or any stock issued or issuable pursuant to any
     such  Option. If, after reasonable efforts, the Company is unable to obtain
     from  any  such regulatory commission or agency the authority which counsel
     for  the  Company deems necessary for the lawful issuance and sale of stock
     under  the  Plan,  the  Company  shall  be  relieved from any liability for
     failure  to  issue  and sell stock upon exercise of such Options unless and
     until  such  authority  is  obtained.

8.   Use  of  Proceeds  from  Stock.

     Proceeds  from  the  sale  of  stock  pursuant  to Options shall constitute
general  funds  of  the  Company.

9.   Miscellaneous.

a)   ACCELERATION  OF EXERCISABILITY AND VESTING. The Board shall have the power
     to  accelerate  the  time  at which an Option may first be exercised or the
     time  during  which  an  Option or any part thereof will vest in accordance
     with  the  Plan,  notwithstanding  the provisions in the Option stating the
     time  at  which  it may first be exercised or the time during which it will
     vest.

b)   STOCKHOLDER RIGHTS. No Optionholder shall be deemed to be the holder of, or
     to  have  any of the rights of a holder with respect to, any shares subject
     to  such  Option  unless  and  until  such  Optionholder  has satisfied all
     requirements  for  exercise  of  the  Option  pursuant  to  its  terms.

c)   NO  EMPLOYMENT  OR  OTHER  SERVICE  RIGHTS.  Nothing  in  the  Plan  or any
     instrument  executed  or  Option granted pursuant thereto shall confer upon
     any  Optionee or Optionholder any right to continue to serve the Company or
     an  Affiliate  in the capacity in effect at the time the Option was granted
     (or  to  serve the Company in any other capacity) or shall affect the right
     of  the  Company  or  an  Affiliate  to  terminate (i) the employment of an
     Employee  with  or  without  notice  and  with or without cause or (ii) the
     service  of  a  Consultant  pursuant  to  the  terms  of  such Consultant's
     agreement  with  the  Company  or  an  Affiliate.
                                       36
<PAGE>

d)   INVESTMENT  ASSURANCES.  The  Company  may  require  an  Optionholder, as a
     condition  of  exercising  or acquiring stock under any Option, (i) to give
     written  assurances  satisfactory  to  the Company as to the Optionholder's
     knowledge and experience in financial and business matters and/or to employ
     a  purchaser  representative  reasonably satisfactory to the Company who is
     knowledgeable and experienced in financial and business matters and that he
     or  she  is  capable  of  evaluating,  alone or together with the purchaser
     representative,  the merits and risks of exercising the Option; and (ii) to
     give  written  assurances  satisfactory  to  the  Company  stating that the
     Optionholder  is  acquiring  the  stock  subject  to  the  Option  for  the
     Optionholder's own account and not with any present intention of selling or
     otherwise  distributing  the  stock.  The  foregoing  requirements, and any
     assurances  given  pursuant  to  such requirements, shall be inoperative if
     (iii)  the issuance of the shares upon the exercise or acquisition of stock
     under  the  Option  has  been  registered  under a then currently effective
     registration  statement  under  the  Securities  Act  or  (iv)  as  to  any
     particular  requirement, a determination is made by counsel for the Company
     that  such  requirement need not be met in the circumstances under the then
     applicable  securities laws. The Company may, upon advice of counsel to the
     Company,  place legends on stock certificates issued under the Plan as such
     counsel  deems  necessary or appropriate in order to comply with applicable
     securities  laws,  including,  but  not limited to, legends restricting the
     transfer  of  the  stock.

e)   WITHHOLDING  OBLIGATIONS.  To the extent provided by the terms of an Option
     Agreement,  the  Optionholder  may  satisfy any federal, state or local tax
     withholding  obligation  relating  to  the exercise or acquisition of stock
     under an Option by any of the following means (in addition to the Company's
     right  to  withhold  from  any compensation paid to the Optionholder by the
     Company)  or  by a combination of such means: (i) tendering a cash payment;
     (ii)  authorizing  the  Company  to  withhold shares from the shares of the
     Common  Stock  otherwise  issuable  to  the Optionholder as a result of the
     exercise  or  acquisition of stock under the Option; or (iii) delivering to
     the  Company  owned  and  unencumbered  shares  of  the  Common  Stock.

f)   REPRICING  OF  OPTIONS. The Board or the Committee shall have the authority
     to  effect,  at  any  time  and  from time to time (i) the repricing of any
     outstanding  Options  under  the  Plan  and/or (ii) with the consent of the
     affected Optionholders, the cancellation of any outstanding Options and the
     grant  in  substitution therefor of new Options under the Plan covering the
     same or different numbers of shares of Common Stock, but having an exercise
     price  per share not less than eighty-five percent (85%) of the Fair Market
     Value.
                                       37
<PAGE>

10.  Adjustments  upon  Changes  in  Stock.

a)   CAPITALIZATION  ADJUSTMENTS.  If any change is made in the stock subject to
     the Plan, or subject to any Option, without the receipt of consideration by
     the  Company  (through  merger,  consolidation,  reorganization,
     recapitalization,  reincorporation,  stock  dividend,  dividend in property
     other  than cash, stock split, liquidating dividend, combination of shares,
     exchange  of shares, change in corporate structure or other transaction not
     involving  the  receipt  of consideration by the Company), the Plan will be
     appropriately  adjusted  in  the class(es) and maximum number of securities
     subject  to  the  Plan  pursuant  to  subsection  4(a), and the outstanding
     Options  will  be  appropriately  adjusted  in  the class(es) and number of
     securities  and  price  per  share  of  stock  subject  to such outstanding
     Options.  Such adjustments shall be made by the Board, the determination of
     which  shall  be  final,  binding  and  conclusive.  (The conversion of any
     convertible securities of the Company shall not be treated as a transaction
     "without  receipt  of  consideration"  by  the  Company.)

b)   CHANGE  IN CONTROL. In the event of: (1) a dissolution, liquidation or sale
     of  substantially  all  of  the  assets  of  the  Company;  (2) a merger or
     consolidation in which the Company is not the surviving corporation; or (3)
     a  reverse merger in which the Company is the surviving corporation but the
     shares  of the Company's common stock outstanding immediately preceding the
     merger  are  converted by virtue of the merger into other property, whether
     in  the form of securities, cash or otherwise, then to the extent permitted
     by  applicable  law: (i) any surviving corporation shall assume any Options
     outstanding  under  the  Plan or shall substitute similar Options for those
     outstanding  under  the  Plan,  or (ii) such Options shall continue in full
     force  and effect. In the event any surviving corporation refuses to assume
     or  continue  such  Options,  or  to  substitute  similar options for those
     outstanding  under  the Plan, then, with respect to Options held by persons
     then  performing  services as Employees, Directors or Consultants, the time
     during  which  such  Options  may be exercised shall be accelerated and the
     Options  terminated  if  not  exercised  prior  to  such  event.

11.  Amendment  of  the  Plan  and  Options.

a)   AMENDMENT  OF PLAN. The Board at any time, and from time to time, may amend
     the  Plan.

b)   STOCKHOLDER  APPROVAL.  The  Board  may, in its sole discretion, submit any
     amendment  to  the  Plan  for  stockholder  approval.

c)   NO  IMPAIRMENT  OF RIGHTS. Rights under any Option granted before amendment
     of  the  Plan  shall  not  be  impaired by any amendment of the Plan unless
                                       38
<PAGE>

     (i)  the  Company  requests  the  consent  of the Optionholder and (ii) the
          Optionholder  consents  in  writing.

d)   AMENDMENT  OF  OPTIONS.  The  Board at any time, and from time to time, may
     amend  the  terms  of  any one or more Options; provided, however, that the
     rights  under any Option shall not be impaired by any such amendment unless
     (i)  the  Company  requests  the  consent  of the Optionholder and (ii) the
     Optionholder  consents  in  writing.

12.  Termination  or  Suspension  of  the  Plan.

a)   PLAN  TERM. The Board may suspend or terminate the Plan at any time. Unless
     sooner terminated, the Plan shall terminate on the date ten (10) years from
     the date of adoption by the Board. No Options may be granted under the Plan
     while  the  Plan  is  suspended  or  after  it  is  terminated.

b)   NO  IMPAIRMENT  OF  RIGHTS. Rights and obligations under any Option granted
     while  the  Plan  is  in  effect  shall  not  be  impaired by suspension or
     termination  of  the  Plan,  except  with  the  written  consent  of  the
     Optionholder.

13.  Effective  Date  of  Plan.

     The  Plan  shall  become  effective  on the date it is adopted by the Board


                                       39
<PAGE>




</TEXT>
</DOCUMENT>
